Terms and Conditions

OptioCompany, sole proprietorship, established in the Netherlands, registered with the Dutch Chamber of Commerce under number 98674528, VAT identification number NL005350183B02, trading under the name OptioHR ("OptioHR", "we", "us") – Version 1.0 – 5 March 2026.

In these Terms and Conditions, the following capitalised terms are used:

• "OptioHR" or "Contractor": OptioCompany, sole proprietorship, established in the Netherlands, registered with the Dutch Chamber of Commerce under number 98674528, VAT identification number NL005350183B02, trading under the name OptioHR, the provider of the Platform.
• "Platform": OptioHR's online HR technology matching platform, accessible via www.optiohr.com and associated subdomains and applications.
• "User": any natural or legal person using the Platform, including both Buyers and Vendors.
• "Buyer": a User who uses the Platform to look for HR technology solutions and/or services.
• "Vendor": a User who offers HR technology solutions and/or services via the Platform.
• "Services": all functionality offered by OptioHR via the Platform, including but not limited to: matching Buyers with Vendors, providing leads, providing comparison information, SaaS functionality (dashboards, readiness scan, ROI calculator, vendor directory) and lead generation services.
• "Agreement": the agreement between OptioHR and the User regarding the use of the Platform and/or the Services.
• "Account": a User's personal account on the Platform.
• "Lead": a request or intake submitted by a Buyer that is presented as a match to one or more Vendors.
• "Credits": the means of payment with which Vendors unlock leads.
• "Unlocking": spending credits to gain access to the contact and intake details of a Lead.
• "Content": all information, data, texts, images and other material posted on the Platform by Users.
• "Intellectual Property": all intellectual property rights, including copyrights, trademark rights, database rights, patents and know-how.

These Terms and Conditions apply to any use of the Platform, any Agreement between OptioHR and the User, and all related acts.

By creating an Account, using the Platform or purchasing Services, the User accepts these Terms and Conditions.

Deviations from these Terms and Conditions are only valid if agreed in writing. The applicability of any purchasing or other conditions of the User is expressly rejected.

OptioHR reserves the right to amend these Terms and Conditions. Amendments will be announced at least 30 days in advance via the Platform or by email. Continued use after the amendment date constitutes acceptance of the new terms.

If an amendment constitutes a material deterioration of the User's position, the User may terminate the Agreement effective as of the date on which the amendment takes effect. The notice period of Article 11 does not apply in that case. Unused Credits will be refunded upon such termination, notwithstanding the provisions of Article 6.1.

Amendments of a minor nature and amendments arising from mandatory law or a court ruling may be implemented without prior notice.

The use of certain Services requires the User to create an Account.

The User warrants that the details provided upon registration are correct, complete and up to date.

The User is responsible for keeping their login credentials confidential and for all activity that takes place through their Account. The User must notify OptioHR without delay of any unauthorised use of their Account or any other breach of security.

OptioHR reserves the right to refuse, suspend or terminate an Account if there are reasonable grounds to believe that the User is acting in breach of these Terms and Conditions.

4.1 Matching

OptioHR acts as an intermediary platform that brings Buyers and Vendors together. OptioHR is not a party to any agreements concluded between Buyers and Vendors.

4.2 Matching and Lead Generation

OptioHR uses algorithms and AI technology to match Buyers with relevant Vendors. OptioHR aims to present a maximum of 5 relevant vendor matches within 48 hours of receiving an intake (subject to available capacity). OptioHR does not guarantee that a match will lead to an agreement and is not liable for the quality of the products or services offered by Vendors.

Vendors must register and be verified by OptioHR before they can receive leads. Vendors purchase credits and use them to unlock leads. After unlocking, the Vendor gains access to the relevant details of the Lead. Unlocked credits are not refunded if the conversation with the Buyer does not lead to an engagement.

4.3 SaaS functionality

The Platform offers SaaS functionality such as dashboards, a readiness scan, an ROI calculator and a vendor directory. These are offered on an availability basis ("as is"). OptioHR aims for an availability of 99.5% on an annual basis, excluding scheduled maintenance.

4.4 Lead Generation

OptioHR may generate leads for Vendors based on the behaviour and preferences of Buyers on the Platform. The manner in which leads are generated and provided may be changed by OptioHR.

The User undertakes to:

• Use the Platform exclusively for its intended purpose
• Not post any Content that is unlawful, misleading, offensive, discriminatory or otherwise contrary to the law or public morals
• Not infringe the Intellectual Property of OptioHR or third parties
• Not use automated systems (bots, scrapers, etc.) to collect data from the Platform without prior written consent
• Comply with applicable laws and regulations, including the General Data Protection Regulation (GDPR)
• Not distribute malware, viruses or other harmful software via the Platform
• Not submit false, misleading or fictitious requests or Lead data

The Vendor additionally undertakes to use the personal data obtained when Unlocking a Lead exclusively to contact the Buyer concerned in response to their request. Use for other purposes — including inclusion in a newsletter, marketing or prospect database, resale, or provision to third parties — is not permitted, unless the Vendor has its own legal basis for doing so and is itself accountable for it.

Use of the Platform by Buyers is free of charge. Rates for Vendors are communicated in advance via the Platform or a separate quotation.

6.1 Credits – Purchase and Validity

Vendors purchase Credits via the Platform. Credits are credited to the Vendor account immediately after payment.

Validity: Credits are valid for 12 months from the date of purchase. After this period, unused Credits expire without refund.

However, Credits do not expire to the extent that the Vendor was unable to spend them because OptioHR offered the Vendor fewer Leads during the period concerned than the number of Credits the Vendor held. These Credits are extended by a consecutive period of 12 months.

To this end, OptioHR records monthly, per Vendor and per category, how many Leads were offered to that Vendor and how many of them were Unlocked. This record is available to the Vendor and serves as the basis for the assessment.

Failure to respond, or to respond in time, to an offered Lead is at the Vendor's expense. A Lead presented to the Vendor counts as an offer, even if it was Unlocked by another Vendor before the Vendor responded to it.

No refund: Used Credits (after unlocking a Lead) are not refunded. Unused Credits may be reclaimed within 14 days of purchase provided no Lead has yet been unlocked; after that, no refund applies.

Order confirmation: When purchasing a credit package, the Vendor explicitly confirms agreement with these terms regarding Credits and with the Terms and Conditions.

6.2 Payment

For Vendors, fees may consist of: costs per lead (credits), subscription fees, commissions on realised revenue, or a combination thereof.

All amounts stated are exclusive of VAT (VAT identification number: NL005350183B02), unless expressly stated otherwise.

Payment must be made immediately upon checkout of credits or within 30 days of the invoice date, unless otherwise agreed in writing.

In the event of late payment, the User is in default by operation of law and OptioHR is entitled to charge the statutory commercial interest rate, plus extrajudicial collection costs. OptioHR reserves the right to suspend access to the Platform in the event of payment arrears.

All Intellectual Property rights relating to the Platform, the Services, the software, algorithms, designs and other materials rest exclusively with OptioHR or its licensors.

The User obtains only a limited, non-exclusive, non-transferable and revocable right of use for the duration of the Agreement.

The User is not permitted to copy, modify, reverse-engineer or decompile the Platform or any part thereof, or to obtain the source code in any other way.

The User grants OptioHR a non-exclusive, worldwide, royalty-free licence to use Content posted by the User for the operation of the Platform. In addition, the User grants OptioHR the right to use the User's company name and logo for promotional and marketing purposes, including listing on OptioHR's website as a reference, unless otherwise agreed in writing.

OptioHR processes personal data in accordance with the GDPR and the applicable Privacy Policy, which is available on the Platform.

As a Buyer, your data is shared exclusively with Vendors who have received a match and have unlocked it via the credit system. Vendors process Lead data in accordance with their own privacy policy and the GDPR.

From the moment of Unlocking, the Vendor processes the personal data obtained as an independent data controller within the meaning of the GDPR. OptioHR and the Vendor are not joint controllers with respect to that processing, and there is no processor relationship between them. From that moment, the Vendor is itself responsible for honouring the rights of data subjects, including requests for access, rectification and erasure.

If OptioHR receives a request from a Buyer for erasure or rectification of their personal data, OptioHR will notify the Vendors who have Unlocked the Lead concerned, in accordance with Article 19 GDPR. It is up to the Vendor to assess whether and how to act on it. OptioHR cannot do so on the Vendor's behalf, bears no responsibility for it and does not supervise it.

At the Buyer's request, OptioHR will disclose which Vendors have received their data, in accordance with Article 15(1)(c) GDPR.

OptioHR is entitled to use anonymised and aggregated data derived from the use of the Platform (including requests, profile and selection data) for market analysis, benchmarking and product development.

OptioHR is only liable for direct damage that is the direct result of an attributable failure in the performance of the Agreement.

OptioHR's total liability is limited to the amount the User paid to OptioHR in the 12 months preceding the event causing the damage, up to a maximum of €10,000.

OptioHR is never liable for indirect damage, consequential damage, loss of profit, missed savings, loss of data or damage due to business interruption.

OptioHR is not liable for the quality, accuracy or suitability of the products or services offered by Vendors.

The limitations set out in this article do not apply if the damage is the result of intent or deliberate recklessness on the part of OptioHR.

Force majeure means: any circumstance beyond OptioHR's control that temporarily or permanently prevents performance of the Agreement, including but not limited to: failures of the internet or telecommunications network, DDoS attacks, power failures, fire, government measures, pandemics, strikes, and failures of suppliers.

During force majeure, OptioHR's obligations are suspended. If the force majeure situation continues for more than 90 days, both parties are entitled to dissolve the Agreement without compensation.

The Agreement is entered into for an indefinite period, unless otherwise agreed in writing.

Either party may terminate the Agreement subject to a notice period of 30 days, unless a different period has been agreed.

OptioHR may terminate the Agreement with immediate effect if the User acts in breach of these Terms and Conditions, is declared bankrupt, or applies for a suspension of payments.

Upon termination, the User's right to use the Platform lapses. The User may export their data for 30 days after termination, after which OptioHR is entitled to delete it.

The parties will keep confidential any confidential information received from each other in the context of the Agreement and will use it exclusively for the purpose for which it was provided. This confidentiality obligation does not apply to information that: (a) was already public at the time it was provided; (b) has become public through no fault of the receiving party; (c) was lawfully obtained from a third party; or (d) must be disclosed pursuant to a legal obligation.

These Terms and Conditions and all Agreements are governed by Dutch law.

Disputes will first be submitted to mediation. If mediation does not lead to a resolution, disputes will be submitted to the competent court in Amsterdam.

The Vienna Sales Convention (CISG) is expressly excluded.

If any provision of these Terms and Conditions proves to be void or voidable, this does not affect the validity of the remaining provisions.

OptioHR is entitled to transfer its rights and obligations under the Agreement to a third party, provided the User is informed in advance.

OptioCompany, trading under the name OptioHR. Chamber of Commerce number: 98674528 | VAT identification number: NL005350183B02. Established in the Netherlands. Email: legal@optiocompany.com | info@optiocompany.com. Website: www.optiohr.com